ex10-4.htm


    
      

        
          

        
Contains
confidential Information not for disclosure.

         

         

        AMENDED
AND RESTATED

        EMPLOYMENT
AGREEMENT

        BETWEEN

        DAIS
ANALYTIC CORPORATION

        AND

        PATRICIA
K. TANGREDI

        


        This
Agreement is between Dais
Analytic Corporation (hereinafter referred to as “Company”), a New York
corporation, having its principal place of business at 11552 Prosperous Drive,
Odessa, Florida 33556 and Patricia K. Tangredi, Trinity, Florida 34655
(hereinafter referred to as “Employee”).

        


        


        WITNESSETH:

         

            WHEREAS, Employee entered
into an employment agreement with Company dated January 1, 2001 (the “2001
Agreement”); and

         

            WHEREAS, the 2001 Agreement
was amended on January 10, 2001 and on November 5, 2003 (“Amendments”);
and

         

            WHEREAS, Company and
Employee desire to amend and restate the 2001 Agreement to incorporate the
provisions of the 2001 Agreement and  its Amendments in one agreement
and to reflect such other changes to the agreement as hereinafter provided;
and

         

            WHEREAS, the Employee and
Company wish to continue Employee’s employment with the Company on the terms and
conditions set forth herein.

         

            NOW THEREFORE, in
consideration of the premises and mutual promises and agreements hereinafter set
forth, it is agreed as follows:

        
 

        ARTICLE
I

        


        
          	
                  1.1

                	
                  Employment.
      The Company hereby employs the Employee and the Employee hereby accepts
      employment upon the terms and conditions hereinafter set
      forth.

                


        

        


        
          	
                  1.2

                	
                  Term.
      Subject to the provisions for termination and extension as
      hereinafter provided, the term (the "Term," which shall include any
      extension of the term of this Agreement as provided in Section 2(b) below)
      of this Agreement shall commence on January 1, 2001  (the
      "Commencement Date") and shall continue until the fourth anniversary
      thereof.

                


        


        
          
             


          

          
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                    1.3

                  	Extension
      of Term. The Term shall automatically be extended on the
      fourth anniversary of the Commencement Date for one (1) year, and on each
      subsequent anniversary of the Commencement Date for an additional one (1)
      year, unless in any such case either Employee or Company delivers, at
      least sixty (60) days before such anniversary of the Commencement Date,
      written notice to the other party of her or its intent not to renew or
      extend the Term.




        

         

        ARTICLE
II

         

        
           

          
            	
                    2.1

                  	Position. During
      the Term of this Agreement the Employee is engaged as a General Council
      and, subject to the direction of the Board of Directors and the Company’s
      officers designated by the Board of Directors, shall perform and discharge
      well and faithfully the duties which may be assigned her from time to time
      by Company in connection with the conduct of its business. This position
      reports to the President of the
Company.


          

        

         

        
          	
                  2.2

                	
                  Place
      of Employment.
      Employee shall be employed at the Company location in Odessa,
      Florida, subject to travel on Company
  business.

                


        

         

        
          	
                  2.3

                	
                  Commitment.
      The Employee’s presence and involvement with the daily and strategic
      issues of the Company is required. The Employee acknowledges this fact,
      and agrees to be available for the needs of the Company in a manner
      consistent with her responsibilities as a member of
      management.

                


        

         

         

        ARTICLE
III

        
 

        
          	
                  3.1

                	
                  Compensation
      and Benefits.  Subject
      to the terms and conditions set forth below, Employee will receive the
      following compensation for her services during the Term of
      employment:

                


        

        


        
          	
                                 
      (a)

                	
                  Salary.
      Employee shall receive a salary of $115,000 per annum payable in thirteen
      (13) equal installments with one installment paid every four
      weeks.  After the completion of a successful Initial Public
      Offering, Employee’s salary shall be increased to $130,000 per annum. Any
      increase of salary beyond that specifically enumerated in this section
      shall be the sole prerogative of the Company and shall be effective with
      the commencement of the first pay period following the date of Company’s
      written notification to Employee of the
  increase.

                


        

         

        
          	
                                 
      (b)

                	Patent
      Award.  Employee shall be eligible for a one-time payment
      of $5,000 for each United States patent (“Patent”) of which Employee is
      the inventor of the intellectual property described in the Patent. The
      aforementioned payment shall be due and payable only if the Patent is
      issued by the United States Patent Office the Patent has been assigned to
      Company by all its inventors, and the Intellectual Property, which is the
      subject of the Patent, is employed by the Company in its product line
      (“Patent Conditions”). The determination as to whether the Employee is an
      inventor shall be made in accordance with the United States Patent Office
      rules pertaining to the definition of inventorship. Any payment due
      hereunder shall be made in the quarter following the date all Patent
      Conditions have been met.


        


        
          
             


          

          
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                    3.2

                  	
                    Benefits.  Employee
      shall receive the following benefits duing the Term of the
      Agreement:

                  


          

           

        

        
          	
                   
      

                	
                  (a)
      Vacation.
      The Employee is entitled to four (4) weeks of paid vacation in
      2001.  Each year of the Term thereafter, Employee shall be
      entitled to four (4) weeks of vacation per calendar year and will be
      eligible for additional vacation time in accordance with the Company
      vacation plan. In addition, Employee is entitled to up to five (5) paid
      sick days per year. The number of sick days and vacation days accrued and
      available for use by Employee in a given year is calculated pro-rata upon
      the number of days worked that year. Employee may opt to carry accrued and
      unused sick or vacation days accumulated in a given year to the following
      year of the Term provided that no more than a total of five (5) such days,
      regardless of the type of day or when it was accrued, may be carried to
      any such year without the written permission of Company.  For
      the purpose of this section a week shall be defined as 5 business
      days.

                


        

        


        
          	
                   
      

                	
                  (b)
      Medical Benefits.
      Employee is eligible to apply for coverage under the Company’s
      medical plan ninety (90) days after beginning her employment. If Employee
      is found eligible to participate in the medical plan and exercises her
      option to do so, sixty percent (60%) of the monthly premium required to
      provide medical insurance for the Employee shall be paid by the Company
      with the remaining forty percent (40%) of the monthly premium paid monthly
      by the Employee. Employee may opt to insure her eligible dependents under
      the Company medical plan and Company shall pay thirty five (35%) percent
      of the monthly premium relating to the dependents portion of the
      insurance. The remainder of any premium attributable to insuring
      Employee’s dependents shall be paid monthly by Employee. The medical plan
      and Company contributions thereto are subject to change and the parties
      agree the provisions of this section shall be modified when and if
      necessary to reflect any such
changes.

                


        

        


        
          	
                   
      

                	
                  (c) Reimbursement
      of Expenses.  It is
      acknowledged by the parties that Employee, in connection with the services
      to be performed by her pursuant to the terms of this Agreement, will be
      required to make payments for travel, entertainment of business associates
      and similar expenses.   The Company will reimburse Employee
      for all reasonable expenses authorized by the Company and incurred by
      Employee in the performance of her
      duties hereunder.  Employee will comply with such budget
      limitations and approval and reporting requirements with respect to
      expenses as the Company may establish from time to
  time.

                


        

        


        
        


        
          
             


          

          
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            Contains
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                  (d)
      Stock
      Options. Regardless of any other provision herein, any grant of
      stock options to Employee, whether made under any existing or future Stock
      Option Plan the Company has or may institute, shall be made at the sole
      discretion of Company. If a grant of stock options to Employee is made it
      may be based upon, but not limited to, Company meeting all performance
      goals set for the year of the grant, the performance evaluation of
      the sector under Employee’s management, and Employee’s individual
      performance evaluation for the year. In determining sector and individual
      performance for a given year Company shall consider, in addition to any
      other criteria it deems relevant, whether Employee has met all management
      goals established for her sector and Employee herself in the year of the
      grant. Any such options shall be granted under the Company's then existing
      stock option plan, shall be immediately exercisable, have a term of ten
      years, shall be exercisable for up to three years after termination of
      employment (unless termination is for Cause, as hereinafter defined, in
      which event they shall expire on the date of termination),  and
      shall be subject to such additional terms and conditions as are then
      applicable to options granted under such plan provided they do not
      conflict with the terms set forth
herein.

                


        

        


        
          	
                   
      

                	
                  (e)
      Other
      Benefits.
      Employee shall be entitled to participate in Employee benefit plans of the
      Company, if any, to the extent her position, tenure, salary, age, health
      and other qualifications make her eligible to participate, subject to the
      all rules and regulations applicable thereto. Employee will receive
      executive designation, if such a designation is made, with regard to
      benefits offered pursuant to health and insurance
  plans.

                


        

        


        


        ARTICLE
IV

        


         

        
          	
                  4.1

                	
                   Termination. The following are the
      bases for termination of Employee's employment with
    Company:

                


        

         

              
(a).  Death of Employee;

         

              
(b).  Employee's Disability (as defined below) with sixty (60) days' prior
written notice of termination;

         

              
(c).  Expiration of the Term of this Agreement or any extension
thereof;

         

              
(d).  Voluntary resignation of Employee without Good Reason (as defined
below);

         

              
(e).  Termination by Employee for Good Reason;

         

              
(f).  Termination by the Company for Cause (defined below);

         

              
(g).  Termination by Employee within six months following a Change in
Control of the Company (as defined below); and

         

              
(h).  Any other termination by Company other than for Cause or
Disability.

         

        Except as
otherwise provided in this Article 4, upon the occurrence of any event described
in (a) through (h) above, Employee's employment shall terminate and the Company
shall have no further obligation to Employee hereunder except to pay to Employee
(or her estate, as the case may be), within 10 days following the date of
termination, her accrued but unpaid salary and bonus, if any, and any accrued
vacation pay, less standard withholdings for tax and social security purposes,
plus any un-reimbursed expenses.


        
          
             


          

          
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            Contains
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                  4.2

                	
                  Certain
      Definitions.

                


        

         

        
          
            (a).
"Good Reason" means either (i) a material breach by Company of this Agreement
without curing such breach within fifteen (15) days of written notice from
Employee to Company or  (ii) Company's failure to pay any
compensation due and   owing to  Employee within ten
(10) days after written notice from Employee to Company that such payment is
due.

             

          

        

               
(b). "Cause" means:

         

        (i)
Material breach by Employee of this Agreement, after Employee has been given
written notice of her default and has not cured such material breach within
thirty (30) days of receiving such notice;

        
           

          (ii)
Employee's failure to follow reasonable, lawful orders or directions of the
Board, after Employee has been given written notice of her default and has not
followed such lawful orders or directions of the Board within thirty (30) days
of receiving such notice;

           

          (iii)
Employee's willful misconduct, dishonesty or reckless disregard of her
responsibilities to Company, after Employee has been given written notice of her
default and has not cured such conduct within thirty (30) days
of receiving such notice;

           

          (iv)
Employee's conviction or plea of nolo contendre or the equivalent in respect of
either a felony or a misdemeanor involving moral turpitude but excluding, in any
event, vehicular infractions; or

           

          (v)
Employee's material violation of any written major Company policy previously
communicated to Employee, after Employee has been given written notice of her
default and has not cured such violation within thirty (30) days of receiving
such notice.

           

        

        
          (c).
"Disability" means a physical or mental illness, injury or condition that
prevents Employee from performing her essential duties under this Agreement,
even with reasonable accommodation, for at least ninety (90) consecutive
calendar days or for at least one hundred and twenty (120) calendar days,
whether or not consecutive, in any one hundred and eighty (180) calendar day
period, or is likely to do so, as certified by a physician reasonably and
mutually agreed upon by the Employee and Company.

        

                

                (d).
"Change in Control of the Company" shall be deemed to have occurred if any one
of the following occurs:


        
          
             


          

          
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            Contains
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          (i) The
acquisition, other than from the Company, by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")), of  beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 33% or more of either the then outstanding shares of Common Stock or the
combined voting power of the then outstanding
voting securities of the Company having general voting power in electing the
Board of Directors of the Company; or

           

          (ii)
Individuals who, as of the date hereof, constitute the Board of Directors of the
Company (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board of the Directors; or

           

          (iii)
Approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company or of the sale or other disposition of all or
substantially all of the assets of the Company, or of a reorganization, merger
or consolidation with respect to which the individuals and entities who were the
respective beneficial owners of the outstanding Common Stock  and
voting securities of the Company immediately
prior to such reorganization, merger or consolidation do not, immediately
following such reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than 50% of, respectively, the then outstanding
shares of   Common Stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors of the entity resulting from such  reorganization, merger or
consolidation, as the case may be.

          


        

        
          	
                  4.3

                	
                  Severance Pay and
      Other Benefits Upon Termination In Certain
      Circumstances.

                


        

         

               
(a). Termination By
Company Without Cause or By Employee for Good Reason. In the event
Employee's employment is terminated by the Company without Cause or by the
Employee for Good Reason, the Employee shall be entitled to the
following:

         

        
          (i) Severance
Pay.   The Company shall pay to Employee an amount equal
to the sum of (A) the greater of 100% of the Base Salary then in effect for
Employee or $115,000, which amount shall be payable by the Company in full
within 10 days
following termination.
         

        
          (ii)
Continuation of
Benefits. Company shall provide, at its sole cost, Employee with the
medical benefits set forth in Section 3.2(b) of this Agreement, subject to the
terms and conditions of that Section, for one year following the date of
termination.  Company shall continue to offer such benefits to Employee
beyond such one year period to the extent required by COBRA or any similar
statute which may then be in effect.

           

        

                            
   (iii) Vesting of
Options.  All stock options granted to Employee at any time
during the course of the Term shall be exercisable in full and shall remain
subject to exercise for a period of not less than three years following the date
of termination.


        
          
             


          

          
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        (b).
Death or
Disability.  In the event of termination of employment as a
result of death the provisions of (a) (i) and (a)(iii) of this Section 4.3 shall
also be applicable. In the event of termination of employment as a result of
Disability the provisions of Section 4.3 (a) in its entirety shall
apply.

         

        (c).
Change in Control of
the Company.  In the event that Employee elects to terminate
her employment within six months following a Change in Control of the Company,
she shall receive, within the later of ten days following the date on which the
Change in Control occurs or the date on which she give notice of her election to
terminate employment, a lump sum payment equal to the greater of three times her
then current Base Salary or $235,000.  In addition, the provisions of
(a) (ii), (a) (ii) and (a) (iii) of this Section 4.3 shall also be
applicable

        


        


        ARTICLE
V

         

        
           

          
            	
                    5.1

                  	
                    Confidential
      Information.

                  


          

        

        


        
          	
                                  
       (a)

                	
                  Non-Disclosure
      of Confidential Information. The Employee recognizes and
      acknowledges that the Company’s Confidential Information as defined below,
      as it may exist from time to time, is a valuable, special and unique asset
      of the Company’s business, access to and knowledge of which are essential
      to the performance of the Employees duties hereunder. The Employee will
      not during or after the term of her employment by the Company, in whole or
      in part, directly or indirectly, disclose, publish or make accessible such
      Confidential Information which Employee may now possess, may obtain during
      or after employment or may create prior to the end of her employment, to
      any person, firm, corporation, association or other entity for any reason
      or purpose whatsoever (excluding court orders or subpoenas), nor shall the
      Employee make use of any such property for her own purposes or for the
      benefit of any person, firm, corporation or other entity ( except the
      Company) under any circumstances during or after the term of her
      employment, provided that after the term of her employment these
      restrictions shall not apply to such Confidential Information which is
      then in the public domain (provided that the Employee was not responsible,
      directly or indirectly, for such  Confidential Information
      entering the public domain without the Company’s consent). The Employee
      agrees to hold in trust and confidence, as the Company’s property, all
      Confidential Information, in any way relating to the Company’s business
      and affairs, whether made by her or otherwise coming into her
      possession.

                


        

        


        
          	
                                   
      (b)

                	
                  Definition
      of Confidential Information. For purposes of this Agreement,
      "Confidential Information" means any and all information disclosed or made
      available to the Employee or known to the Employee as a direct or indirect
      consequence of or through her relationship with the Company and not
      generally known in the industry in which the Company is or may become
      engaged including, but not limited to, information relating to trade
      secrets, discoveries, ideas, concepts, know-how, techniques, designs,
      specifications, drawings, diagrams, data, computer programs, business
      activities and operations, budgets, salaries, financial statements,
      prices, costs, and other business information of or relating to Company or
      any subsidiaries of Company that may from time to time
    exist.

                


        


        
          
             


          

          
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            Contains
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      (c)

                	
                  Return
      of Confidential Information upon Termination. Upon the termination
      of Employee's employment for any reason whatsoever, Employee shall deliver
      to Company all tangible materials embodying the Confidential Information,
      including any documentation, records, listings, notes, data, sketches,
      drawings, memoranda, models, accounts, reference materials, samples,
      machine-readable media and equipment which in any way relate to the
      Confidential Information.  Employee shall not retain any copies
      of any of the above materials.

                


        

        


        
           

          
            	
                    5.2

                  	
                    Intellectual
      Property

                  


          

        

        


        
          	
                                 
       (a)

                	
                   Intellectual
      Property. Employee acknowledges that the Company
      possesses and will continue to possess information that has been created,
      discovered, developed, or other wise become known to the Company
      (including, without limitation, information created, discovered,
      developed, or made known by or to the Employee during the period of or
      arising out of the Employee’s relationship with the Company) and/or in
      which property rights have been assigned or other wise conveyed to the
      Company, which information has commercial value in the business in which
      the Company is or may become engaged. All of the aforementioned
      information is hereinafter called “Intellectual Property”. By way of
      illustration, but not limitation, Intellectual Property includes, whether
      or not patentable, trade secrets, processes, developments, ideas,
      structures, formulas, data, know-how, improvements, modification,
      inventions, product concepts, techniques, marketing plans, strategies,
      forecasts, customer lists, information regarding products, designs,
      methods, systems, software programs, copyrightable works, discoveries,
      trademarks, copyrights works of authorship, projects, plans and proposals,
      information about the Company’s Employees and/or consultants (including,
      without limitation, the compensation, job responsibilities and job
      performance of such Employees and/or consultants). For the purpose of this
      Agreement inventions shall include, but not be limited to, discoveries,
      concepts, and ideas, whether patentable or not, including but not limited
      to, devices, processes, methods, formulae, designs, techniques, and any
      improvements or modifications to the
foregoing.

                


        

        


        
          	
                                  
      (b) 

                	
                   Ownership of
      Intellectual Property. All Intellectual
      Property shall be the sole property of the Company and its assigns, and
      the Company and its assigns shall be the sole owner of all patents,
      copyrights and other rights in connection therewith. The Employee hereby
      assigns to the Company or to any person, or entity designated by the
      Company, any and all rights and interest the Employee has or may acquire
      to Intellectual Property made or conceived by the Employee, solely
      or jointly, or in whole or in part, during or before the term hereof (but
      after May 15, 2000). Any Intellectual Property create and/or reduced to
      practice by the Employee within one year following the termination of her
      employment shall be presumed to have been created and/or reduced to
      practice under this Agreement unless proven otherwise. At all times both,
      before and after the term of this Agreement and after its termination,
      Employee agrees to keep in confidence and trust all Intellectual Property
      and anything directly or indirectly relating to it. The Employee will not
      during or after the term of her employment by the Company, in whole or in
      part, disclose, publish or make accessible such Intellectual Property
      which Employee may now possess, may obtain during or after employment or
      may create prior to the end of her employment, to any person, firm,
      corporation, association or other entity for any reason or purpose
      whatsoever, nor shall the Employee make use of any such Intellectual
      Property for her own purposes or for the benefit of any person, firm,
      corporation or other entity (except the Company) under any circumstances
      during or after the term of her
  employment.

                


        


        
          
             


          

          
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        ARTICLE
VI

         

        
           

          
            	
                    6.1

                  	
                    Disclosure of Intellectual Property. Employee will promptly
      disclose to the Company, or any persons designated by it, all Intellectual
      Property made or conceived or reduced to practice or learned or proposed
      by Employee, either alone or jointly with others, during the period of
      this Agreement which are in any way related to or useful in the actual,
      anticipated or potential businesses of the Company, or the result of tasks
      assigned to the Employee by the Company or resulting from use of premises
      or equipment owned, leased or contracted for by the
    Company.

                  


          

        

        
        

         

         

        
           

          
            	
                    6.2

                  	Assignment of and Assistance with regard to
      Intellectual Property. Employee hereby assigns to the
      Company any rights the Employee may have or acquire in all Intellectual
      Property and agrees that all Intellectual Property shall be the sole
      property of the Company and its assigns, and the Company and its assigns
      shall be the sole owner of all patents, copyrights and other rights in
      connection therewith. Employee further agrees to assist the Company in
      every proper way (but at the Company’s expense) to obtain and from time to
      time enforce patents, copyrights or other rights on said Intellectual
      Property in any and all countries, and to that end Employee will execute
      all documents necessary:


          

        

        
        

         

        
          	
                   
      

                	
                  (a)

                	
                  To
      apply for, obtain and vest in the name of the Company (unless the Company
      otherwise directs) letters patent, copyrights or other analogous
      protection in any country throughout the world and when so obtained or
      vested to renew and restore the same;
and

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  To
      defend, at the Company’s expense, any opposition proceedings in respect of
      such applications and any opposition proceedings or petitions or
      applications for revocation of such letters patent, copyright or other
      analogous protection.

                


        


        
          
             


          

          
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            Contains
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                    6.3

                  	Designation of
      Attorney–in-Fact. In the event the Company is unable, after
      reasonable effort, to secure Employee’s signature on any letters patent,
      copyright or other analogous protection relating to Intellectual Property
      because of the Employee’s physical or mental incapacity the Employee
      hereby irrevocably designates and appoints the Company and its duly
      authorized officers and agents as Employee’s agent and attorney-in-fact,
      to act for and in Employee’s behalf and stead to execute and file any such
      application or applications and to do all other lawfully permitted acts to
      further the prosecution and issuance of letters patent, copyright or other
      analogous protection thereon with the same legal force and effect as is
      executed by Employee. For all other reasons of disagreement the parties
      agree to third party arbitration to be paid for equally by both parties.
      Employee’s obligation to assist the Company in obtaining and enforcing
      patents and copyrights for Intellectual Property in any and all countries
      shall continue beyond the termination of this Agreement, but the Company
      shall compensate the Employee at a reasonable and customary rate after
      such termination for time actually spent by the Employee at the Company’s
      request on such assistance.



            	
                    6.4

                  	Work
      for Hire. Employee acknowledges that all original works of
      authorship which are made by her (solely or jointly with others) within
      the scope of this Agreement and which are protectable by copyright are
      being created at the instance of the Company and are “works for hire”, as
      that term is defined in the United States Copyright Act (17 USC Section
      101). If such laws are inapplicable or in the event that such works, or
      any part thereof, are determined by a court of competent jurisdiction not
      to be a work made for hire under the United States copyright laws, this
      Agreement shall operate as an irrevocable right, title and interest
      (including, without limitation all rights in and to the copyrights
      throughout the world, including the right to prepare derivative works and
      the right to all renewals and extensions) in the Works in
      perpetuity.


          

        

        
        

        


        
        

        


        ARTICLE
VII

         

        


        
          	
                  7.1

                	Covenant Not to Compete. In
      recognition of the considerations described herein and the fact that the
      services rendered by the Employee are special and unique, Employee
      covenants and agrees:


        

        
        

        


        
          	
                   
      

                	
                  (a)
      Non-Competition.
      Employee agrees that (i) during the Term of this Agreement and (ii) for a
      period of two (2) years after termination of Employee’s employment with
      the Company for any reason, Employee will not, without the prior written
      consent of Company, directly or indirectly, have an interest in, be
      employed by or be connected with, as an Employee, consultant, officer,
      director, partner, member, stockholder or joint venture, any person or
      entity owning, managing, controlling, operating or otherwise participating
      or assisting in any business that is in competition with Company's
      business nor interfere with, disrupt or attempt to disrupt the
      relationship, contractual or otherwise, between Company and any customer,
      client, supplier,  or consultant of the
      Company.  Notwithstanding the foregoing, Employee's ownership of
      less than five percent (5%) of the issued and outstanding securities of
      any class of a corporation listed on national securities shall not be
      deemed a violation of this Agreement. For the purpose of this section a
      business shall be deemed to be in competition with Company if it directly
      or indirectly provides goods or services related to the manufacture,
      development, improvement or research of Proton Exchange Membranes, Proton
      Exchange Membrane fuel cells, Proton Exchange Membrane fuel cell power
      plants (including gas reformation and any of the individual components
      and/or processes thereof), hydrogen on demand devices and/or hydrogen
      generation device(s) of any sort, polymer membranes used in moisture
      transfer applications  and any other business areas or product
      lines in which Company, any of its subsidiaries or joint ventures is
      currently engaged  or developing or may hereafter
      enter.

                


        


        
          
             


          

          
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                  (b)
      Non-Solicitation.
      Employee agrees that (a) upon termination of Employee’s employment with
      the Company for any reason and (b) for a period of one (1) year
      thereafter, Employee will not solicit or hire any person employed by
      Company at any time during such one (1) year
  period.

                


        

        


        
          	
                   
      

                	
                  (c) Amendment of Non-Compete.
      It is the desire and the intent of the parties that the provisions of
      Article VII shall be enforced to the fullest extent possible under the
      laws and public policies applied in each jurisdiction in which enforcement
      is sought. Accordingly, if any particular portion of Article VII shall be
      adjudicated to be invalid or unenforceable, Article VII shall be deemed
      amended to delete the portion thus adjudicated to be invalid or
      unenforceable, such deletion to apply only with respect to the operation
      of Article VII in the particular jurisdiction in which such adjudication
      is made.

                


        

        


        
          	
                   
      

                	
                  (d)
      Effect
      on other Articles. Nothing in Article VII shall reduce or abrogate
      the Employees obligations during the term of this Agreement under Article
      V and VI hereof.

                


        

        


        ARTICLE
VIII

        


        
          	
                  8.1

                	
                  Injunctive
      Relief. Employee acknowledges that he has substantial knowledge and
      expertise in, and personal relationships affecting, the operations,
      business contacts, trade secrets, customer lists, marketing, business
      strategies and processes and other confidential and proprietary matters of
      critical significance to the conduct of the Company's business and its
      future prospects.  Employee, therefore, agrees and consents
      that, in addition to any other remedies that may be available to Company,
      Company shall be entitled to specific performance by temporary as well as
      permanent injunction to prevent a breach or contemplated breach by
      Employee of any of the covenants or agreements of Article V, Article VI
      and Article VII.

                


        

        


        
          	
                  8.2

                	
                  Non-Contravention.
      Employee represents and warrants that the execution, delivery and
      performance of this Agreement do not and will not contravene, conflict
      with or otherwise
      violate the terms of any written or oral agreement among Employee and one
      or more third parties.

                


        


        
          
             


          

          
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                  8.3

                	
                  Benefit
      and Binding Effect. This Agreement shall be binding upon and inure
      to the benefit of Company and its successors and assigns, including any
      corporation, person or other entity which may acquire all or substantially
      all of the business of Company or any other corporation with or into which
      Company is consolidated or merged, and Employee and her heirs, executors,
      administrators and legal representatives, provided, however, that the
      obligations of Employee hereunder may not be delegated or
      assigned.

                


        

        


        
          	
                  8.4

                	
                  Arbitration.
      Disputes between the parties arising under or with respect to this
      Agreement shall be submitted to arbitration in Hillsborough County,
      Florida by a single arbitrator, mutually acceptable to both parties, under
      the rules of the American Arbitration Association, and the arbitration
      award shall be binding upon the parties and enforceable in any court of
      competent jurisdiction.  The cost of arbitration itself shall be
      borne equally by the Parties. Each party shall be responsible for paying
      its own legal counsel and all other fees or charges associated with
      presenting its case.

                


        

        


        
          	
                  8.5

                	
                  Notices. Any notice required
      or permitted to be given under this Agreement shall be sufficient if made
      in writing and deposited in the United States mail, registered or
      certified, prepaid with return receipt requested, to the Employee at her
      residence listed above and to the Company at its address set forth above,
      Attention: President,
      Dais-Analytic Corporation. Either party may change the address to
      which it desires notices be mailed by providing written notice of the
      address change the above prescribed
manner.

                


        

        


        
          	
                  8.6

                	
                  Waiver.  The
      failure of either party to insist, in any one or more instances, upon
      strict performance of any of the terms or conditions of this Agreement
      shall not be construed as a waiver or a relinquishment of any right
      granted hereunder or of the future performance of any such term, covenant
      or condition, but the obligations of either party with respect thereto
      shall continue in full force and
effect.

                


        

        


        
          	
                  8.7

                	
                  Survival. Except as otherwise
      provided herein, the provisions of Articles V, VI, VII and IX shall
      survive termination of this
Agreement.

                


        

        


        
          	
                  8.8

                	
                  Governing
      Law. This
      Agreement shall be governed by the laws of the State of New York without
      regard to the conflicts of law principals
  thereof.

                


        

        


        
          	
                  8.9

                	
                  Severability.  If
      any provision of this Agreement is determined by a court of competent
      jurisdiction to be invalid or unenforceable, such determination shall not
      affect the validity or enforceability of any other part or provision of
      this Agreement.

                


        

         

        
          	
                  8.10

                	
                  Modifications
      and Amendments. This
      Agreement shall not be modified, altered or amended except by a written
      agreement signed by the parties
hereto.

                


        

        
        


        
          
             


          

          
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                  8.11

                	
                  Entire Agreement. This Agreement
      together with the documents referred to herein or contemplated hereby
      constitute and embody the full and complete understanding and agreement of
      the parties hereto with respect to the subject matter hereof and supersede
      all prior understandings or agreements whether oral or in writing with
      respect to the subject matter
hereof.

                




        
          	
                  8.12

                	
                  Headings;
      Interpretation.  The section headings used herein are for
      convenience and reference only and are not intended to define, limit or
      describe the scope or intent of any provision of this
      Agreement.  When used in this Agreement, the term "including"
      shall mean without limitation by reason of enumeration.  Words
      used herein in the singular shall include the
  plural.

                


        

        


        
          	
                  8.13

                	
                  Counterparts.
      This Agreement may be executed in any number of counterparts, each of
      which shall be deemed a duplicate
original.

                


        

        


         

        ARTICLE
IX

         

         

        
          	
                  9.1

                	
                  Indemnification.
      During the Term of this Agreement, and subsequent thereto with
      respect to any claim arising out of or in connection with her employment
      with the Company or any subsidiary of the Company, the Company shall
      indemnify and hold Employee harmless from all claims and liability, loss
      or damage ( including but not limited to judgments, fines and amounts paid
      in settlement), asserted against Employee or incurred by Employee,
      including reasonable attorneys fees and costs of investigation ( the
      “Indemnification”). The Indemnification provided for herein shall be in
      addition to and not in substitution of any and all rights to
      indemnification that Employee, may be entitled to under the laws of the
      State of New York or the Certificate of Incorporation and By-Laws of the
      Company. To the extent permitted under the laws of the State of New York,
      and the Company’s Certificate of Incorporation and By-Laws, all expenses,
      including reasonable attorney’s fees, incurred by Employee in defending
      any civil, criminal or administrative action or proceeding, shall upon
      request by the Employee, be paid in advance by Company in advance of the
      final disposition of such action, suit or
    proceeding.

                


        

         

        
          	
                  9.2

                	
                  D&O
      Liability Insurance. During the Term, unless the Employee
      otherwise consents, the Company will maintain director’s and officer’s
      insurance in an amount not less than $5,000,000, and Employee shall at all
      times be one of the named insured under such
    coverage

                


        

        


        
        

        


        


        


        


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        IN WITNESS
WHEREOF, the parties have executed this Agreement as of the day and year
first hereinabove written.

        


        


        


        
          
            	 	DAIS
      ANALYTIC CORORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Robert
      Brown	 
	 	 	Robert
      Brown	 
	 	 	Vice-
      President	 
	 	 	 	 


          



        
          
            	 	EMPLOYEE	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Patricia
      K. Tangredi	 
	 	 	Patricia
      K. Tangredi	 
	 	 	 	 
	 	 	 	 


          



        


        



         

        


         

        


        
          
            
               


            

            
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